Page 37 - Restamax Plc Annual Report 2017

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Decisions of the annual general meeting 2017 in accordance with its rules and regulations. The shares
can be purchased for financing or carrying out possible
Restamax Plc’s Annual General Meeting was held on 26 corporate acquisitions or other arrangements, to imple-
April 2017 in Tampere. ment incentive schemes within the company, or for
other purposes decided upon by the Board of Directors.
Dividend The maximum amount of the shares to be purchased
The meeting decided that, based on the balance sheet is equivalent to approximately 4.8% of all the shares
confirmed for the financial period that ended on 31 and votes of the company calculated using the share
December 2016, a dividend of EUR 0.30 per share will count on the publication date of the notice of the Annual
be paid. The balancing date of the dividend was 28 April General Meeting, so the purchase of the shares does not
2017, and the payment date was 10 May 2017. have a significant influence on the share ownership and
the distribution of voting rights in the company.
Board of Directors
The meeting decided that the number of members of The Board of Directors shall decide on the other matters
the Board of Directors will be six (6). As members of the related to the purchase of the company’s own shares.
Board, the meeting re-elected all present members of
the Board, Timo Laine, Petri Olkinuora, Mikko Aartio, The authorisation will expire at the end of the 2018
Jarmo Viitala, Mika Niemi and Timo Everi, to serve until Annual General Meeting, however no later than 18
the end of the next Annual General Meeting. The meet- months of the Annual General Meeting’s authorisation
ing elected Timo Laine as Chairman of the Board and decision.
Petri Olkinuora as Vice-Chairman.
Authorisation to decide on share issue
The Annual General Meeting decided that the payment The meeting decided, as proposed by the Board of
of remuneration and travel expense reimbursements Directors, to authorise the Board of Directors to decide
to the members of the Board of Directors would be as on a share issue under the following terms:
follows until the following Annual General Meeting:
annual remuneration to the Chairman of the Board will With this authorisation, the Board may decide to issue a
be EUR 25,000, to the Vice-Chairman EUR 20,000 and to maximum of 1,500,000 new shares, and to transfer no
other members EUR 10,000. Separate attendance allow- more than 800,000 of the company’s own shares held
ances are not paid. Travel expenses will be reimbursed by the company (“Share Issue Authorisation”).
in accordance with the Company’s travel rules.
The new shares can be issued and the company’s own
Auditor shares held by it can be assigned in one or more instal-
The Annual General Meeting reselected as audi- ments, either with or without payment. The new shares
tor Deloitte & Touche Oy, a firm of authorised public can be issued and the company’s own shares held by
accountants, until the end of the next Annual General it can be assigned to company shareholders in propor-
Meeting. Hannu Mattila, APA, will act as the Company’s tion to the company shares that they already own or,
responsible auditor. In accordance with the Board’s deviating from the shareholders’ pre-emptive right, in
proposal, the meeting decided that the auditor’s remu- a special share issue if, from the company’s perspective,
neration will be paid based on a reasonable invoice there is a justified financial reason for it, such as the
approved by the Company. financing or implementation of corporate acquisitions
or other arrangements, development of the company’s
Authorisation to purchase the Company’s own shares equity structure, improvement of share liquidity or the
The Annual General Meeting decided to authorise implementation of company incentive schemes. The
the Board to decide on using the Company’s unre- issue of new shares or transfer of the company’s own
stricted equity to purchase no more than 800,000 of shares held by the company can also take place against
the Company’s own shares in one or several tranches, apport property or by using a claim for the company
taking into account the stipulations of the Limited held by the subscriber to redeem the amount to be paid
Liability Companies Act regarding the maximum for the issue price or the price to be paid for the shares.
number of shares in possession of the Company and A special issue may only be arranged without payment
under the following terms: if a justified financial reason exists in terms of the over-
all benefit of the company and all of its shareholders.
The company’s own shares shall be purchased with the
funds from the company’s unrestricted equity, decreas- The Board of Directors was authorised to decide on the
ing the distributable profits of the company. The shares other matters related to share issues.
shall be purchased in trading on the regulated market in
the Helsinki Stock Exchange, and therefore the purchase The Share Issue Authorisation will expire at the end of
takes place by private placing and not in relation to the the Annual General Meeting of 2018, however no later
shares owned by the shareholders. The sum paid for the than 18 months from the Annual General Meeting’s
shares is the price announced on the acquisition day for Share Issue Authorisation decision.
Restamax Plc’s shares on the regulated market on the
stock list of Helsinki Stock Exchange. The shares are
purchased in trading organised by Nasdaq Helsinki Oy

Annual Report 2017